JORE MATTHEW B 4

What Happened
Matthew B. Jore, CEO of AirJoule Technologies Corp. (AIRJ), was granted two awards on February 11, 2026 totaling 272,800 restricted stock units (156,250 time‑based RSUs and 116,550 performance RSUs). Both awards are reported as derivative grants with a $0.00 per‑unit acquisition price (i.e., awards, not cash purchases). Each unit represents a contingent right to receive one share of Class A common stock if and when vesting or performance conditions are met. No immediate cash changed hands.

Key Details

• Transaction date: 2026-02-11; Form 4 filed 2026-02-13 (timely filing within the standard 2‑business‑day window).
• Awards and counts: 156,250 time‑based RSUs (F1) + 116,550 performance RSUs at target (F2) = 272,800 units; reported acquisition price $0.00 per unit.
• Post‑transaction share ownership: not disclosed in the provided filing excerpt.
• Footnotes:
  • F1: Time‑based RSUs vest in three equal annual installments beginning March 1, 2027. Each RSU converts to one share upon vesting.
  • F2: Performance RSUs cliff‑vest after a performance period ending December 31, 2028, contingent on absolute annualized total shareholder return meeting specified thresholds; the reported amount is the target award.
• Transaction type: Award/Grant (Form 4 code "A"); these are compensation grants, not open‑market purchases or sales.

Context
Time‑based RSUs are retention/compensation awards that convert to shares as they vest; performance RSUs only convert if performance conditions are met, so actual shares issued may be more or less than the target. These grants do not represent an immediate purchase or sale of stock and do not indicate an immediate change in the insider’s cash position.